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RE:
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The SteelPath MLP Funds Trust:
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SteelPath MLP Alpha Plus Fund
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(File Nos. 333-163614 and 811-22363)
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1.
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State whether the Fund’s investment objective is fundamental or non-fundamental. If the Fund’s investment objective is non-fundamental, state whether the Fund will provide advance notice to shareholders of a change in its investment objective and disclose the amount of notice that will be provided.
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2.
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Form N-1A, Item 3 requires a mutual fund to disclose in a separate line item to the fee table acquired fund fees and expenses (“AFFE”) in excess of 0.01% of the fund’s average daily net assets. Please confirm that the Fund’s AFFE are not expected to exceed 0.01% or include a line item in a Fund’s Fee Table, as applicable. If the Fund’s AFFE are not expected to exceed 0.01%, confirm that the AFFE will be included in “Other Expenses.”
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3.
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Confirm that the Fund’s Class A shares have no redemption fee or contingent deferred sales charge.
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4.
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Footnote (b) to the Fee Table states that the Fund will charge a management fee of 1.25% of the Fund’s average daily net assets plus the amount of any borrowings. Please clarify whether “borrowings” refer to “borrowings for investment purposes” or “any borrowings,” which would include borrowings for temporary and emergency purposes.
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5.
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Footnote (b) to the Fee Table states that, for the purposes of the Fee Table, the Registrant has assumed that the Fund has utilized no borrowings. Please disclose that the Fund does not intend to engage in any borrowings during the next 12 months. If the Fund will use borrowings, estimate the amount of borrowings and disclose the management fee, as adjusted for such amount in the footnote.
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As noted in response to Comment 4 above, the Registrant has revised the prospectus to reflect that the management fee will be 1.25% of the Fund’s average daily net assets and will not be calculated based on the amount of the Fund’s borrowings. Accordingly, the Registrant has not made the requested change.
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6.
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Footnote (c) to the Fee Table states that “Other Expenses” do not “reflect estimated deferred and current income tax liability that may be incurred by the Fund if it is classified as a taxable subchapter “C” corporation for federal income tax purposes.” Please state why it is not reasonable (1) to estimate the tax liability for the first year of operations or, alternatively, (2) that after a certain number of months of operations the prospectus will be supplemented to disclose the anticipated deferred tax liability.
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7.
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The first sentence of the “Principal Investment Strategies” section of the Summary states that, under normal circumstances, the Fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in equity securities of master limited partnerships (“MLPs”) and financial instruments that provide exposure to such MLPs. Please clarify the types of: (1) equity securities of MLPs that the Fund will invest in, and (2) financial instruments that the Fund will use to provide exposure to MLPs.
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The Registrant has revised the first sentence of the Principal Investment Strategies section of the Summary to clarify that the Fund will invest at least 80% of its net assets (plus the amount of borrowings for investment purposes) in equity securities of MLPs, and has deleted the references to financial instruments. The second sentence of that paragraph discloses that the equity securities in which the Fund will invest are common units representing limited partnership interests of Midstream MLPs.
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8.
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Explain why it is not misleading for an “MLP” fund to invest principally in financial instruments that do not have the same tax characteristics as MLPs. In this regard, the Staff notes that the tax benefits to investors associated with a fund that invests directly in MLPs, which is taxed as a subchapter “C” corporation, are not available in a fund that obtains exposure to MLPs through financial instruments, which qualifies as a RIC for federal income tax purposes.
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As discussed above, the Fund has revised its investment policy to clarify that the Fund will invest at least 80% of its net assets (plus the amount of borrowings for investment purposes) in the equity securities of MLPs. The Fund currently does not intend to seek exposure to MLPs through the use of financial instruments as a principal investment strategy.
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9.
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The first sentence of the second paragraph in the “Principal Investment Strategies” section of the Summary states that the “financial instruments in which the Fund may invest include, but are not limited to: swap agreements; structured notes ….” Please delete the phrase “but are not limited to” and, instead disclose all of the Fund’s principal investment strategies.
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As discussed above, the Fund currently does not intend to seek exposure to MLPs through the use of financial instruments as a principal investment strategy. Accordingly, the Registrant has deleted the discussion of financial instruments from the Summary. However, the Fund may use derivatives as a non-principal investment strategy. Therefore, the Registrant has made the requested changes to the section of the prospectus titled “Additional Information About Investment Strategies,” in connection with the disclosure of the Fund’s non-principal investment strategies.
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10.
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If the Fund intends to obtain leverage through borrowings, disclose the amount of leverage that the Fund intends to use and add the estimated interest expense as a line item to the Fee Table.
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The Fund has disclosed in the second paragraph of the “Principal Investment Strategies” section of the Summary and the third paragraph of the section of the prospectus titled “Additional Information About Investment Strategies,” that “the Fund currently anticipates that its borrowings generally will average approximately 20% of the value of its total assets.” The Registrant has added a line item to the Fund’s Fee Table reflecting the interest expense related to borrowings.
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11.
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In the “Principal Investment Strategies” section of the Summary, disclose the purpose of the Fund’s investments in derivatives (i.e., for hedging or speculative purposes or both) and whether the Fund will not only purchase, but also will sell financial instruments. If the Fund will sell financial instruments, include disclosure regarding the additional risk of loss and the segregated account that the Fund will establish to cover these positions.
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As discussed above, the Fund currently does not intend to seek exposure to MLPs through the use of financial instruments as a principal investment strategy. Accordingly, the Registrant has deleted the discussion of financial instruments from the Summary. However, the Fund may use derivatives as a non-principal investment strategy. Therefore, the Registrant has made the requested changes to the section of the prospectus titled “Additional Information About Investment Strategies,” in connection with the disclosure of the Fund’s non-principal investment strategies.
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12.
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Please confirm that, in the “Principal Risks” section of the Summary, each of the risks listed corresponds with a principal investment strategy of the Fund.
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The Registrant confirms that each of the risks listed in the “Principal Risks” section of the Summary corresponds with a principal investment strategy of the Fund.
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13.
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Include in the discussion of “Borrowing Risks” in the “Principal Risks” section of the Summary a statement regarding the conflict of interest inherent in the use of borrowings. In this regard, the Staff notes that the Advisor has an incentive to leverage the Fund’s investments through borrowings because the use of borrowings increases the advisory fee. Please discuss how the Fund’s Board will monitor the Fund’s use of borrowings.
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As noted in response to Comment 4 above, the management fee will not be calculated based on the amount of the Fund’s borrowings. Accordingly, the Registrant has not made the requested change.
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14.
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The discussion of “Concentration Risk” in the “Principal Risks” section of the summary indicates that the Fund concentrates its investments in the MLP energy infrastructure industry and the energy industry in general. The Fund’s investment restriction in the Fund’s Statement of Additional Information (“SAI”) states that the Fund will not concentrate its investments in any industry, other than the enumerated companies in the energy industry. Conform the discussion of Concentration Risk with the Fund’s investment restriction and the Staff guidance in old Guide 19 to Form N-1A.
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The Registrant has revised the “Concentration Risk” disclosure in the “Principal Risks” section of the Summary, the “Additional Information About Principal Risks Section” of the prospectus and the “Fundamental Investment Restrictions” section of the Registrant’s SAI to clarify that the Fund will concentrate its investments in the group of industries that comprise the energy sector.
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15.
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In the discussion of “Derivatives Risk” in the “Principal Risks” section of the Summary, delete the words “such as” in the first sentence.
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The Registrant has made the requested change. The Registrant notes that, in connection with the changes to the Fund’s principal investment strategies, “Derivatives Risk” has been moved from the “Principal Risks” section to the “Additional Information About Non-Principal Risks” section of the prospectus.
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16.
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In the discussion of “Equity Securities Risk” in the “Principal Risks” section of the Summary, clarify whether the Fund will invest in common stocks, preferred stocks and convertible securities as a principal investment strategy and whether these securities will be used to satisfy the Fund’s 80% test.
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The Registrant has renamed “Equity Securities Risk” as “Equity Securities of MLPs Risk” in the “Principal Risks” section of the Summary and the “Additional Information About Principal Risks” section of the prospectus. The Fund will not invest in other equity securities (such as common stocks, preferred stocks and convertible securities) as a principal investment strategy and these securities will not be used to satisfy the Fund’s 80% test.
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17.
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In the discussion of “Fund Tax Risk, including Deferred Tax Risk” in the “Principal Risks” section of the Summary, disclose whether the Fund intends to qualify as a RIC and, if so, discuss the risk that the Fund may not qualify as a RIC by virtue of its indirect investments in MLPs through swaps. Include a tax opinion as an exhibit to the amendment to the Fund’s registration statement or refer to the advice of counsel in the disclosure.
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As discussed in response to Comment 8 above, the Fund does not intend to qualify as a RIC. Accordingly, the Registrant has renamed the risk “Deferred Tax Risk” and has not made the requested changes.
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18.
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In the discussion of “Investment Companies and ETFs Risks” in the “Principal Risks” section of the Summary, disclose the types of ETFs in which the Fund will invest (i.e., actively managed and/or index) and whether the Fund will invest in creation units or institutional or retail shares.
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The Fund does not intend to invest in ETFs as part of its 80% policy. However, the Fund may invest in ETFs as a non-principal investment strategy. Therefore, the Registrant has made the requested changes to the disclosure included in the section of the prospectus titled “Additional Information About Investment Strategies.”
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19.
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In the “Additional Information About Principal Investment Strategies” of the prospectus, disclose whether the Fund will invest in structured notes as part of its 80% investment policy. Also disclose whether the Fund will invest in exchange-traded or privately negotiated structured notes. If the Fund will invest in privately negotiated structured notes, disclose whether the Fund will evaluate the creditworthiness of the issuer.
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The Fund does not intend to invest in structured notes as part of its 80% policy. However, the Fund may use structured notes as a non-principal investment strategy. Therefore, the Registrant has made the requested changes to the disclosure included in the section of the prospectus titled “Additional Information About Non-Principal Investments.”
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20.
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In light of the Fund’s intention to invest significantly in derivatives, enhance the discussion of “Derivatives Risk” in the “Additional Information About Principal Risks” section of the prospectus.
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As noted above, the Registrant intends to invest in derivatives as a non-principal investment strategy. The Registrant has enhanced the discussion of “Derivatives Risk” in the “Additional Information About Non-Principal Risks” section of the prospectus.
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21.
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If the Fund intends to qualify as a RIC, in the discussion of “Non-Diversification Risk” in the “Additional Information About Principal Risks” section of the prospectus, disclose that the Fund will be subject to the diversification rules of the Internal Revenue Code, which provide the Fund may not acquire a security if, as a result, with respect to 50% of its total assets, more than 5% of the value of the Fund’s total assets would be invested in the securities of a single issuer or more than 10% of the outstanding voting securities of an issuer would be held by the Fund.
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The Fund does not intend to qualify as a RIC. Accordingly, the Registrant has not made the requested change.
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22.
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In the “Advisory Fee” discussion located in the “Management of the Fund” section of the prospectus, disclose the types of borrowings that are included in the advisory fee and whether the expenses associated with these types of borrowings will be waived or reimbursed by the Adviser under the expense limitation agreement.
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As noted in response to Comment 4 above, the management fee will not be calculated based on the amount of the Fund’s borrowings. Accordingly, the Registrant has not made the requested change.
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cc:
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James McCain
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Bryce Tillery
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SteelPath Fund Advisors, LLC
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Robert J. Zutz
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K&L Gates LLP
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